Bell just won't give up

By Chris Hutching

Thursday 8th April 2004

Hawke's Bay lawyer Robin Bell is preparing for another bout of the court wars that have dogged Richmond during the five years it has been listed on the Stock Exchange.

Mr Bell heads a group that holds about 1% of Richmond shares and this week he was preparing for yet another challenge to southern co-operative PPCS, which owns 63% of Richmond.

Last year Mr Bell's group failed to obtain leave to appeal to the Privy Council and analysts assumed the Bell group had exhausted all the legal avenues.

But Mr Bell said this week that he had been making preparations for his next move.

Instead of trying to force PPCS off the Richmond share register, Mr Bell and his supporters would be trying the opposite tack.

They would be seeking an enforcement order to make PPCS buy the balance of the shares it does not own.

When asked if he had had enough of the fight after more than six years Mr Bell said, "We're made of sterner stuff here in the Bay and I've got a bit of the Irish in me."

If such a move (forcing PPCS to mount a full takeover) were successful, it would place an intolerable price on the takeover from the perspective of PPCS.

The Dunedin-based company has already been punished with the forfeiture of shares and it is estimated that it has spent about $20 million above the purchase price of the Richmond shares.

This is because of various penalties imposed for breaking takeover rules and breaching the Richmond constitution.

Mr Bell said the commitment to buy all the shares in Richmond was made during last year's Appeal Court hearing.

He also maintains that PPCS promised to turn Richmond into a co-operative and needs 75% shareholder support to do so.

However, PPCS chief operating officer Keith Cooper said the idea that PPCS might embark on a full takeover bid was one of several suggestions made during last year's Appeal Court hearing but it was in the context of several possibilities.

Furthermore, it was a suggestion to the court rather than to any other party and Mr Cooper was uncertain what course of action the Bell group could take.

Mr Bell said he was confident the change could be enforced at the Bell group's behest.

On the matter of turning Richmond into a co-operative, Mr Cooper said he presumed this referred to an offer to allow Richmond farmer suppliers to take part in marketing pools in the same way that PPCS suppliers did.

"This is all a bit ironic. They tried so hard to stop us buying the shares and now they're trying to force us to buy them."

Mr Cooper also said the minority shareholders who had taken part in the court actions opposing the PPCS takeover had clearly chosen to appeal when they had failed to plead their case at the Privy Council.

In addition, most of the takeover opponents had sold out to other shareholders last year and therefore had taken their opportunity to cash up.

Meanwhile, an assessment team had been set up to identify synergies between the two companies, he said.

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